EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (this  "Agreement"),  effective as of April 1,
1997, is by and among First National Bank of Coffee County ("Bank"), its holding
company FNC Bancorp,  Inc.  ("Holding  Company";  Bank and Holding Company being
collectively referred to as "Employer"), and Jeffery W. Johnson ("Executive").

Background Statement

         Executive has been retained as President and Chief Executive Officer of
the Bank and its  Holding  Company.  The  parties  desire  to  enter  into  this
Agreement to memorialize the terms of Executive's employment.

Agreement

         In consideration of the mutual promises set forth below, and other good
and  valuable   consideration,   the  receipt  and   sufficiency  of  which  are
acknowledged, the parties agree as follows:

1.       Employment Duties.

         (a)  General.   Employer  employs  Executive  as  President  and  Chief
Executive  Officer  of the  Bank  and its  Holding  Company.  In this  capacity,
Executive  agrees  to use his best  efforts  to carry  out the  responsibilities
associated  with  the  positions  of  President  and  Chief  Executive  Officer.
Executive further agrees to perform such other duties as are and may be assigned
to him from time to time by the Boards of  Directors of the Bank and its Holding
Company ("the Boards").

         (b) Exclusive Services.  Throughout his employment,  except as may from
time to time be otherwise agreed in writing by Employer, and unless prevented by
ill health,  Executive will devote his full-time  working hours to his duties as
President and Chief Executive  Officer,  will  exclusively and faithfully  serve
Employer,  will conform to and comply with the lawful and reasonable  directions
and  instructions  given to him by the Boards,  and will use his best efforts to
promote and serve the interests of Employer. Executive will not render services,
directly  or  indirectly,  to any  other  person  or  organization  for which he
receives  compensation  without the written  consent of  Employer,  or otherwise
engage in activities  that would  interfere  significantly  with the faithful or
competent performance of his duties under this Agreement.

2.       Term of Employment.

                The initial  term of  employment  under this  Agreement  will be
three (3) years from the date of  employment  and will  continue for  successive
one-year periods  thereafter,  unless sooner terminated as provided by Section 6
of this Agreement.


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3.       Compensation.

         (a) Base Salary.  The Bank will pay  Executive a monthly base salary of
$8,000.00,   in  accordance  with  the  Bank's  standard   payroll   procedures.
Executive's base salary may be increased at the Board's discretion.

         (b)    Annual Incentive Bonus.

                (i) Eligibility;  Maximum. Executive will be eligible to earn an
annual  incentive  bonus based upon the achievement of the Holding Company goals
set forth below.  Executive's annual incentive bonus with respect to each fiscal
year of Holding Company will equal fifty (50%) percent of the amount, if any, by
which the Holding  Company's  consolidated net income (with respect to such year
and as reported in the Holding Company's  audited financial  statements for such
year)  exceeds  the Net Income  Target  (as  defined  below) for such year.  The
maximum bonus shall not exceed  $35,000.00 with respect to the 1997 fiscal year,
$45,000.00  with respect to the 1998 fiscal year, and $50,000.00 with respect to
each succeeding fiscal year.

                (ii) Net Income  Target.  With  respect to each  fiscal year for
which  Executive  is  eligible to receive an annual  incentive  bonus under this
Section 3(b),  the "Net Income Target" for such year shall be equal to the total
stockholders'  equity for the prior fiscal year of the Holding  Company,  as set
forth in the  Holding  Company's  audited  financial  statements  for such prior
fiscal year,  multiplied by the ROE Benchmark  applicable to the fiscal year for
which Executive is eligible to receive such annual incentive bonus, as set forth
in Section 3(b)(iii) below.

                (iii)  ROE  Benchmarks.  The ROE  benchmarks  to be  applied  in
calculating Executive's annual incentive bonus are as follows:

                        1997 =   9.50%

                Following  the  1997  fiscal  year,  ROE  benchmarks  will be as
determined  by the Board of Directors of Holding  Company,  or the  Compensation
Committee  thereof.  ROE will be computed by net after-tax income divided by the
equity as of the last day of the previous year.

                (iv) Time of Payment. Unless otherwise specified, each incentive
bonus  earned  will be paid in the fiscal year next  succeeding  the fiscal year
with respect to which Executive was eligible to earn the incentive bonus, within
thirty (30) days after  receipt by Holding  Company of final  audit  results for
such prior year's performance of the Holding Company.


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         (c)  Stock  Options  in  Lieu  of  Cash  Bonus.   Employer   recognizes
Executive's  preference  to  receive  certain  non-qualified  stock  options  as
described  below in lieu of the cash  bonus  under  Section  (b)  hereof if such
arrangements  can be made. The Holding Company intends to establish a program to
provide for the  availability  of  non-qualified  stock options  ("Non-Qualified
Stock  Options") with respect to the $1.00 par value common stock of the Holding
Company ("Common  Stock").  If such a program is established,  Executive will be
eligible  to  participate  in this  program  in  accordance  with the  program's
requirements,  and, at his sole discretion,  may receive the value of the annual
incentive bonus in the form of  Non-Qualified  Stock Options or in cash (or in a
combination thereof);  provided,  however, that to the extent Executive receives
Non-Qualified  Stock  Options,  he will not also be  entitled  to the cash bonus
described in Section 3(b) above.  The number of stock  options to be received by
Executive  shall be determined by the Board of Directors of the Holding  Company
(or Compensation Committee thereof),  based on the difference between $10.00 per
share and 150% of the book  value of the  Common  Stock (as  determined  by such
Board or  Compensation  Committee).  In no event shall  Executive be entitled to
receive  options to acquire  more than 25,000  shares of Common Stock in lieu of
bonus pursuant to this Section 3(c). The form of the Non-Qualified  Stock Option
agreement  will be determined  by the Board of Directors of the Holding  Company
(or the  Compensation  Committee  thereof),  subject to the  requirements of the
applicable stock option plan.

         (d) Special Incentive. Executive will be eligible to receive a one-time
incentive for returning the Bank to "satisfactory" status with the Office of the
Comptroller of the Currency,  currently defined as an overall "2" rating, during
the term of  Executive's  employment  hereunder.  The  amount of this  incentive
payment  will be $10,000 and will be paid to Executive  within  thirty (30) days
after receipt of the final report from the regulators  notifying Employer of the
requisite change of status.

         (e) Withholding.  All compensation paid to Executive will be subject to
state  and  federal  income  and  employment  tax   withholding  and  any  other
withholding requirements imposed by applicable law.

         (f) Annual Review.  Employer will review  Executive's job  performance,
base salary,  and other  compensation  annually following the end of each fiscal
year,  with the first review  occurring in April 1998,  or when 1997 final audit
results are available;  provided, however, that Executive will receive no change
in the amount of Executive's  base salary and eligibility  for annual  incentive
compensation under Section 3(b) hereof before May 2000.

4.       Stock Options.

         (a) Additional  Non-Qualified Options.  Holding Company will enter into
an agreement with Executive  under which Holding Company will issue to Executive
Non-Qualified  Stock  Options to  acquire  25,000  shares of Common  Stock at an
option price of $10.00 per share.  These  Non-Qualified  Stock Options will vest
over three (3) years (8,333 on December  31,  1997;  8,333 on December 31, 1998;
and 8,334 on December 31, 1999),  shall be  exercisable  only if Executive is at
the time of exercise an Employee of the Holding  Company (or within three months
thereafter),  and shall be  subject  to such  additional  terms as are  required
pursuant to the  applicable  option plan and option  agreement  under which such
options are granted. Each such Non-Qualified Stock Option shall expire seven (7)
years from its date of vesting.


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         (b) Time Period for Adopting  Stock Option Plan.  Subject to compliance
with  applicable  legal  requirements,  the Board of  Directors  of the  Holding
Company shall adopt a stock option plan that will facilitate the issuance of the
Non-Qualified  Stock Options described in Sections 3(c) and 4(a). If the Holding
Company  is not  able to issue  Non-Qualified  Stock  Options  to  Executive  as
contemplated  by Section 4(a) of this  Agreement,  then  Employer  agrees to pay
Executive  $160,000.00 in cash in lieu of such Non-Qualified Stock Options (such
amount to be prorated to the extent that a portion of such 25,000  Non-Qualified
Stock  Options  are issued to  Executive).  This sum will be payable  over three
years,  $55,000.00 on December 31, 1997;  $55,000.00  on December 31, 1998;  and
$50,000.00 on December 31, 1999, subject to proration as set forth above.

         (c) Notwithstanding any other provision of this Agreement,  Executive's
right to receive  Non-Qualified Stock Options will cease upon his termination of
employment.

         (d) The total  number of shares of Common  Stock with  respect to which
Non-  Qualified  Stock Options are issued to Executive  under  Sections 3(c) and
4(a) of this Agreement shall not exceed 50,000.

5.       Benefits and Expenses.

         (a)  Benefit  Plans.  Subject to the  eligibility  requirements  of the
various  arrangements,  Executive will participate in sick leave,  life, health,
and disability  insurance  programs,  and the 401(k) plan available  through the
Bank to its  employees.  If there are "waiting  periods" under the Bank's health
insurance plan on account of pre-existing conditions or other requirements,  the
Bank  will pay the cost of  maintaining  Executive's  current  health  insurance
coverage  pursuant  to COBRA  continuation  coverage  until  the Bank is able to
provide Executive with coverage under its health insurance plan.

         (b)  Vacation.  Executive  will receive four (4) weeks of paid vacation
annually with the amount available in 1997 to be determined on a pro rata basis,
based on the date Executive's  employment begins.  Vacation will be administered
in accordance  with the policies and procedures  applicable to other officers of
the Bank.

         (c)  Holidays.  Executive  will  be  entitled  to  the  following  paid
holidays:   New  Year's  Day,   Memorial  Day,   Independence  Day,  Labor  Day,
Thanksgiving Day, Christmas Day, and any other Bank holidays.

         (d) Automobile.  The Bank will provide Executive with an automobile, of
a type to be  determined  by the Board of  Directors  of the Bank,  suitable for
Executive's business use. During Executive's  employment,  the Bank will pay the
expenses  associated  with  operating and  maintaining  this vehicle,  including
without limitation lease (if any), maintenance,  insurance,  and fuel costs. Not
less frequently than once annually,  Executive will make a good faith allocation
between  business  and  personal  use of such  vehicle as  required  by Internal
Revenue  Service  guidelines,  and neither  Executive nor the Bank will take any
position on any income tax return,  before any  governmental  agency,  or in any
judicial or quasi-judicial  proceeding that is inconsistent with such good faith
allocation.

         (e) Club Membership. The Bank will provide Executive with a full family
golf and social membership at the Douglas Country Club. This includes payment by
the Bank of the required  initiation  fee and recurring  monthly dues.  Expenses
incurred by Executive at the Douglas Country Club for business entertainment and
verified by an appropriate receipt will be reimbursed.


<PAGE>



         (f) Professional  Associations.  The Bank holds  memberships in several
bank professional  associations,  among them the Community  Bankers  Association
(Georgia) and Georgia Bankers Association. Executive's recommendations regarding
his  participation  at conferences  and on committee  assignments  for these and
other professional associations will be reviewed in terms of cost and benefit to
the Bank.

         (g) Professional Licensing and Education. Employer recognizes the value
of   Executive's   continuing   professional   education   and  commits  to  his
participation  in such  education.  Executive's  recommendations  regarding  his
participation in courses and seminars to increase or stay current with technical
and  management  issues  will be  reviewed  in terms of cost and  benefit to the
Employer.

         (h)    Relocation.

                (i) Moving.  It is agreed that Executive will move his residence
to Coffee County,  Georgia as soon as possible.  Employer will pay $3,000.00 for
the cost of relocating Executive's household goods.

                (ii)  Temporary  Housing.  While  Executive  is  in  transition,
Employer  will  provide him with up to  $3,600.00 to cover the cost of duplicate
housing in Douglas while Executive's home is for sale. This is separate from the
relocation allowance described in the preceding Section.

                (iii) Other Expenses.  During Executive's  employment,  Employer
will reimburse him for other reasonable and necessary business expenses incurred
by Executive at the request of, or on behalf of,  Employer in the performance of
his duties pursuant to this Agreement,  including  without  limitation  expenses
associated with entertainment,  a car phone, and a pager. These expenses will be
reimbursed  upon  approval  by  either of the  Boards  following  submission  of
appropriate receipts related to such expenses.

6.       Termination of Employment.

         (a)  Resignation  by Executive.  Executive may terminate his employment
under this Agreement,  with or without cause, at any time upon thirty (30) days'
prior written notice to the Boards.

         (b) Termination by Employer Without Cause. Subject to the provisions of
Section 7(a) below,  Employer may terminate  Executive's  employment  under this
Agreement without cause, at any time upon thirty (30) days' prior written notice
to Executive.

         (c)  Termination by Mutual  Consent.  This  Agreement,  and Executive's
employment,  may be  terminated  at any time,  without  prior  notice,  upon the
mutual, written consent of all parties.

         (d)  Death  or  Disability.   Executive's   employment  will  terminate
immediately upon  Executive's  death or Executive's  becoming  unable,  due to a
disability as defined under the Americans With  Disabilities Act, to perform the
essential functions of his position with or without reasonable accommodation.


<PAGE>



         (e)   Termination  by  Employer  for  Cause.   Employer  may  terminate
Executive's  employment  under this Agreement for cause shown,  immediately upon
written notice. For purposes of this Agreement, "cause" is limited to conduct by
Executive   amounting   to  fraud,   breach  of  fiduciary   duty,   dishonesty,
embezzlement,  conviction of a felony or of any crime involving moral turpitude,
gross  negligence,  willful  misconduct,  violation of any  applicable  state or
federal banking  statutes,  rules or regulations,  or persistent  unsatisfactory
performance of assigned duties (without curing said  unsatisfactory  performance
twenty (20) days after receipt of written  notice of such  deficiency)  that are
within the scope of those  performed  by a bank  president  and chief  executive
officer in  carrying  out  responsibility  for the safety and  soundness  of the
Employer in the current regulatory environment.

7.       Payment upon Termination of Employment.

         (a)   Termination  By  Employer   Without  Cause.  In  the  event  that
Executive's  employment is terminated pursuant to Section 6(b) above,  Executive
will be  entitled  to a  severance  payment  equal  to  twelve  (12)  months  of
Executive's  then-current  base  compensation,  to be  paid,  in the  Employer's
discretion,  (i) as a lump sum  payment  within  thirty (30) days of the date of
termination,  or (ii) in equal monthly  installments over a period not to exceed
twelve (12) months.

         (b)  Termination  By Employer  for Cause.  Termination  of  Executive's
employment  for  "cause"  pursuant  to Section  6(e)  above  will  result in the
termination of all salary,  incentive payments, stock options not already earned
or issued as of the date of termination.  Unused,  accrued  vacation will not be
paid in the event of termination for cause.

         (c) Termination by Resignation,  Mutual Consent, Death, Disability.  In
the event that Executive's  employment is terminated  pursuant to Sections 6(a),
(c) or (d),  Executive will not be entitled to any compensation  other than base
salary earned but not yet paid through the date of termination, pro-rata bonuses
and incentives  (if  applicable  under and as calculated in Section 7(d) below),
and any unused vacation  benefits (accrued on a pro-rata basis). In the event of
Executive's death, these amounts will be paid to Executive's estate.

         (d) Pro Rata  Payment of  Bonuses/Incentives.  For  purposes of Section
7(a) and 7(c) above,  bonuses and incentive payments will be calculated and paid
on a pro rata  basis  based on the  number of days  during  which the  Executive
served as President and Chief Executive  Officer during the particular  calendar
year, provided Executive is employed by Employer through June 30 of the calendar
year in  question.  Notwithstanding  the  foregoing,  no bonuses  and  incentive
payments  shall be payable in the event of  termination  for cause under Section
6(e).

         (e) Benefit  Eligibility  in the Event of Disability  or Death.  In the
event that  Executive's  employment  is  terminated  as a result of  disability,
Executive  will be  entitled  to long-  term  disability  benefits  as  provided
pursuant to any group  disability  insurance  policy  maintained  by Employer in
which  Executive  is a  participant  and  which  is in  effect  at the  time  of
termination.  Normal base salary will be paid during any "waiting period" called
for by the policy before long-term  disability benefits begin to be paid. In the
event  that  Executive's  employment  is  terminated  as a result  of his  death
pursuant to Section 6(d) above, Executive's eligible dependents will be entitled
to continue  health  insurance  coverage in accordance  with any applicable plan
documents and/or by operation of law.


<PAGE>



         (f)  Change  in  Control.  In the event of a "change  in  control"  (as
defined  below) in which  Executive is not retained by the acquiring  party in a
position of materially similar or greater authority,  duties or responsibilities
for at least six (6) months following the change of control,  Executive,  at his
election, may (i) negotiate a new employment agreement with the acquiring party,
or (ii) terminate his employment and receive a lump sum payment equal to two (2)
times his annual  base  salary in full and final  settlement  of all amounts due
under this Agreement;  provided, however, that any action taken with the consent
of  Executive  and any action which is promptly  remedied  after notice given by
Executive shall not give rise to Executive's rights under clauses (i) or (ii) of
this Section. For purposes of this Section,  "change in control" shall mean: the
acquisition  by any  person,  entity or  "group,"  within the meaning of Section
13(d)(3) or 14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act") of (a) beneficial  ownership  (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of the then outstanding voting securities
of the Holding Company or the Bank (including an acquisition by merger),  or (b)
all or  substantially  all of the assets of the Holding  Company or the Bank, in
each case other than an acquisition  of voting  securities or assets of the Bank
by an entity  controlled by or under common control with the Holding Company (as
"control" is defined for purposes of the Exchange Act).

8.       Compliance with Applicable Law.

                Executive will comply with all federal,  state,  and local laws,
statutes,  regulations, rules, and ordinances applicable to his employment under
this  Agreement,  including  but not  limited to  applicable  federal  and state
banking laws.

9.       Non-Competition, Non-Solicitation, and Non-Disclosure Agreement.

         (a)  Non-Competition.  Executive  covenants and agrees that, during his
employment by the Employer and for a period of one (1) year after termination of
such  employment  for any reason,  Executive  will not,  without  prior  written
consent of the Boards,  directly or  indirectly  within the  Territory,  (i) for
himself,  (ii) as a  consultant,  manager,  supervisor,  employee  or owner of a
competing bank or financial  institution,  or (iii) as an independent contractor
for a competing bank or financial institution,  perform any duties which are the
same or substantially  similar to his duties for the Employer as are assigned to
him from time to time by the Boards.  "Territory" is defined as the geographical
area  consisting  of the city of Douglas,  Georgia and the area within a 50-mile
radius of Douglas,  Georgia,  which all parties acknowledge comprise the service
area of the Employer.

         (b) Non-Solicitation of Customers. Executive covenants and agrees that,
during his  employment  by the  Employer  and for a period of one (1) year after
termination of such employment for any reason, Executive will not, without prior
written consent of the Boards, directly or indirectly within the Territory,  (i)
for himself, (ii) as a consultant,  manager, supervisor,  employee or owner of a
competing bank or financial  institution,  or (iii) as an independent contractor
for a competing bank or financial  institution,  solicit or attempt to divert or
appropriate to a competing  business,  any customer of the Bank to whom the Bank
provided any  commercial  banking  services  within the twelve (12) month period
prior to Executive's termination of employment.


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         (c)  Non-Solicitation of Employees and Others.  Executive covenants and
agrees that,  during his  employment by the Employer and for a period of one (1)
year after  termination of such  employment for any reason,  Executive will not,
without prior written  consent of the Boards,  directly or  indirectly,  (i) for
himself,  (ii) as a  consultant,  manager,  supervisor,  employee  or owner of a
competing bank or financial  institution,  or (iii) as an independent contractor
for a competing bank or financial  institution,  solicit or attempt to divert or
appropriate to a competing business, any person who is employed by or associated
with the Employer as of the date of  termination  of  Executive's  employment or
within sixty days prior to such termination (including,  but not limited to, any
organizations  with whom the Employer has a contractual,  agency,  employment or
independent contractor relationship).

         (d)  Non-Disclosure.  For a  period  of one (1) year  from  Executive's
termination for any reason,  Executive will not directly or indirectly  disclose
or give to others  any  confidential  or  proprietary  fact or  information  not
generally available to the public concerning the Employer's financial operations
and  businesses.  Such  trade  secret or  confidential  or  proprietary  fact or
information   includes  but  is  not  limited  to  business   plans,   financial
information,  financial systems, financing arrangements,  customer lists and any
other secret or confidential information relating to customer accounts, customer
needs,  organization,  strategy,  research and  development,  design,  drawings,
specifications,   techniques,   processes,  procedures,   "know-how,"  marketing
techniques  and  materials,  marketing and  development  plans,  fee lists,  fee
policies or any other confidential information relating to customers.

         (e) Modification of "Territory".  Executive acknowledges that from time
to time Executive and Employer may agree to change the definition of "Territory"
as defined above. Any such changes will be binding upon Executive.

10.      Contingency.

                This  Agreement is subject to and  contingent  upon  Executive's
securing  all  required  approvals by bank  regulatory  agencies and  Employer's
obtaining satisfactory reports on checks of Executive's background.

11.      Damages and Injunctive Relief.

         (a)  Acknowledgment.  Executive  acknowledges  that compliance with the
obligations  under  the  non-competition,  non-solicitation  and  non-disclosure
provisions  of this  Agreement is necessary to protect the business and goodwill
of Employer  and that a breach of these  provisions  may cause  irreparable  and
continual  injury  to  Employer,  entitling  Employer  to seek  and  obtain  (i)
compensation  and  damages;  and (ii)  injunctive  relief  against the breach or
threatened breach of those  provisions,  in addition to other remedies at law or
in equity  which  may be  available.  Executive  further  acknowledges  that the
non-competition,   non-solicitation   and  non-disclosure   provisions  of  this
Agreement are  reasonable in scope and  restriction,  in light of his duties for
the Employer, the information and customers to which Executive will have access,
and the  territory  in which the Bank serves its  customers.  Executive  further
acknowledges  that the non-  competition,  non-solicitation  and  non-disclosure
provisions  of this  Agreement  are intended to be separate  covenants,  and the
enforcement or validity of one is not in any way dependent upon the  enforcement
of validity of the others. Finally,  Executive acknowledges that the employment,
compensation  and  severance   payments   contemplated  by  this  Agreement  are
consideration  for  the  non-competition,  non-solicitation  and  non-disclosure
agreements,  and that his failure to comply strictly with any of these covenants
shall be a basis for immediate termination of any further payments following the
date of noncompliance.


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         (b) Waiver.  The  obligations  or  requirements  of this Section may be
waived by Employer in writing.

         (c) Survival.  The obligations  contained in this Section shall survive
the termination of this Agreement or the employment relationship.

12.      Arbitration.

                Any  dispute,  controversy,  or  claim  arising  out  of  or  in
connection  with, or relating to, this Agreement or any breach or alleged breach
of this Agreement will, upon the request of any party involved, be submitted to,
and settled by, arbitration in the State of Georgia,  pursuant to the commercial
arbitration rules then in effect of the American Arbitration  Association (or at
any time or at any other place or under any other form of  arbitration  mutually
acceptable  to the  parties  involved).  Any  award  rendered  will be final and
conclusive  upon the  parties and a judgment on such award may be entered in the
highest court of the forum, state or federal, having jurisdiction.  The expenses
of the  arbitration  will be borne  equally by the  parties to the  arbitration,
provided  that  each  party  will pay for and bear the cost of its own  experts,
evidence,  and counsel's fees,  except that in the discretion of the arbitrator,
any award may include the cost of a party's counsel if the arbitrator  expressly
determines  that the party  against  whom such award is  entered  has caused the
dispute, controversy, or claim to be submitted to arbitration in bad faith or as
a delaying tactic.

13.      Miscellaneous.

         (a)  Modification.  Should any  portion,  provision,  or clause of this
Agreement be deemed too broad to permit enforcement to its full extent,  then it
will be enforced to the maximum  extent  permitted by law, and Executive  agrees
that such scope may be  modified  in any  proceeding  brought  to  enforce  such
restriction.

         (b) Nonassignability; Binding Agreement. Neither this Agreement nor any
right,  duty,  obligation,  or  interest in it is  assignable  or  delegable  by
Executive without Employer's prior written consent; provided,  however, that any
obligations of the parties will terminate upon  Executive's  death (except as to
vested benefits or amounts due under any insurance policies upon death).

         (c) Binding  Effect.  This Agreement is binding upon, and inures to the
benefit  of,  the  parties,  any  successors  to or  assigns  of  Employer,  and
Executive's heirs and the personal representatives of Executive's estate.

         (d) Severability.  It is expressly agreed that each section,  covenant,
or provision of this  Agreement is separate,  distinct,  and severable  from the
other  sections,  covenants,  or  provisions  of this  Agreement  and  that  the
unenforceability  of any section,  covenant,  or  provision  will not affect the
validity or enforceability of the remainder of this Agreement.

         (e)  Complete  Understanding.  This  Agreement  reflects  the  complete
understanding  between  Executive  and  Employer,  and  supersedes  all previous
agreements, if any, between the parties concerning the matters addressed in this
Agreement.

         (f)  Amendment;  Waiver.  No alteration or  modification  to any of the
provisions  contained in this Agreement will be valid unless made in writing and
signed by the parties to the Agreement.


<PAGE>



         (g)  Applicable  Law. It is agreed  that all aspects of the  employment
relationship, including the terms outlined in this Agreement will be governed by
and construed and enforced in accordance with the laws of the State of Georgia.

         (h) Headings.  The section  headings in this Agreement are inserted for
convenience only and are not a part of the Agreement.

         (i) Notices. Any notice required or permitted by this Agreement will be
given  in  writing,  by  personal  delivery,   certified  mail  (return  receipt
requested),  or overnight or special courier, to the address specified below the
parties'  respective  signatures to this Agreement,  or to such other address as
may be specified by notice from time to time by Executive or Employer.  A notice
is deemed given, if by personal delivery or overnight or special courier, on the
date of such  delivery  or,  if by  certified  mail,  on the  date  shown on the
applicable return receipt.

         (j)  Counterparts.  This  Agreement  may be  executed by the parties in
counterpart,  each of which  shall be  deemed  to be an  original,  but all such
counterparts will together constitute one and the same instrument.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
_______ day of ______________, 1997, effective as set forth above.

                          FIRST NATIONAL BANK OF COFFEE COUNTY and FNC
                          BANCORP, INC.



Signature:
                          Robert L. Cation, Chairman

                          Address:   420 South Madison Avenue
                          Douglas, Georgia 31533



                         -------------------------------------------------
                         Jeffery W. Johnson


                         Address:  

                                   ----------------------------------------